Chaotic
by CallMeLy
Summary: The Once-ler may have been greedy from the start, but he was still a sweet and innocent young man, once upon a time. So, what happened to him to make his greed so... chaotic? Lorax/MLP:FiM crossover three-shot
1. Chapter 1: A Principle Of Nature

**Disclaimer - **I don't own The Lorax or My Little Pony: Friendship Is Magic. All characters are property of Dr Seuss/Illuminations Entertainment or Hasbro

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A Principle Of Nature

Reformation.

Now, what _exactly_ was "reformation"? _Really_?

Of course, the discovery of friendship had softened the Spirit of Chaos' heart, but in the end, he was still the Spirit of Chaos. Discord may have agreed to the princesses to use his magic for good, but there was only so much good chaos could do. So how could he possibly keep such a promise?

Well.

He did have his own little way.

Discord had already successfully taught Princess Twilight Sparkle a lesson. And in _friendship_, no less! Maybe he had found just the right way to use his powers - he could keep his promise and still have some fun along the way. But he was growing tired of Equestria. After all, Celestia's way of running the place really was so _boring_ compared to the way things were when he was in charge. He was starting to think it was time to take a break from ponies.

After the Summer Sun Celebration had concluded that year, Discord, unseen, followed Princesses Celestia, Luna and Twilight to the Crystal Empire when they delivered the news of the Tree of Harmony to Princess Cadence and Shinging Armor. The moment they arrived at the palace, he quickly broke away. He floated silently through the air, roaming the dark halls, occasionally slipping past a guard or two, some of whom were beginning to fall asleep at their posts. He continued deeper and deeper into the quiter parts of the palace, the places forgotten by most, and eventually he came to a closed door where nopony stood guard.

"Oh…?" he stopped, looking at the door with a smirk, "Well, it looks as though somepony knew I was coming. How thoughtfull of them!" And with a snap of his claws, he teleported inside.

"… A mirror?" Discord slumped, his ears drooping, and raised an eyebrow. "Oh, I should have known," he rolled his eyes, making his way towards it, "Why in the wide, wide world of Equestria would Little Miss _Crystal Heart_ leave a room supposed to hold a portal to another world unguar- What?" He looked up to see that, upon leaning against the seemingly glass surface of the mirror, his paw had fazed right through. But on the other side, he saw no fur or claws. No; skin, nails… _fingers_. He pulled his foreleg back and his paw reappeared. He inspected it, wiggling his toes thoughtfully. There was something strangely familiar about the image through the mirror…

_Of course…!_

He had been to this world before. On a number of occasions, in fact, before the Regal Sisters turned him to stone. He had wreaked chaos on every corner of that world, corrupting innocent minds, turning friends into enemies, stirring up "natural" disasters… The good old days.

He raised his hoof, but a sudden thought froze him. He had made a promise. He had friends now. And what would they think if they found out? What would Shutterfl- _Fluttershy_ think?

_Well… they don't have to know, now, do they?_

With a wicked chuckle, Discord stepped forward.

"Oh, this is going to be fun…!"

* ~ CHAOTIC ~ *

Things were looking promising for the Once-ler's business. Orders had come flooding in and his family actually proved helpful now that he'd let them cut the trees down. His mother was right, it was _much_ faster. The Lorax hadn't been too happy about it, but at least he'd finally earned his mother love. What was the Lorax compared to that? He was successful, and she was proud of him. Who cared what that furball said?

He sat in his cottage, sketching away, constantly revising his old designs for the factory. Outside, Uncle Ubb drove the ax-hacker slowly around the area, the twins close behind him, ready to collect the tufts. His mother was back inside the RV, probably sorting through the orders as usual, and Aunt Grizelda stood watch, keeping the animals out of the way. It had only been a few days since he agreed to start chopping down trees again, but it felt like it had been months since he'd seen the Lorax or any of the other critters that always used to flock to him to snack on pancakes or listen to him play guitar. He wouldn't ever admit it to his family, but he was starting to miss them, especially Pipsqueak. Ever since he'd saved him during the whole waterfal incident, the little bar-ba-loot pup wouldn't leave his side. That is, until his family arrived. But he knew if he took a break now, it would only end with his mom accusing him of shirking his responsibilties. And anyway, he had work to do. He couldn't leave now, they were counting on him. He was going to make their lives so much better. Even if he was still at the bottom now, that wouldn't last long. He was helping people, giving them what they wanted. He couldn't let any of them down.

But on the other hand, they were getting plenty of work down on their own. They wouldn't _really_ miss him if he just slipped out for an hour or two, right? With a sly smile, he put down his pencil and grabbed his guitar, slipping out the door.

* ~ CHAOTIC ~ *

"Ah, it's been many a year since I was last in this world," Discord smiled to himself as he strolled through Greenville, his yellow eyes and oddly sharp tooth hooked over his lower lip receiving nervous looks from people as he passed by casually, "I must say, it has changed since then…"

As he walked, he noticed something else he found familiar. Unusual trees with soft tufts instead of leaves lined the streets. He had seen these trees once, a long time ago, long before this town was built. And if these trees were here, he knew a certain someone would be here too.

"Perhaps I should go and pay him a visit."

* ~ CHAOTIC ~ *

The Once-ler sighed contently and tipped his hat further over his eyes. He was sat with his back against a truffula tree, his guitar propped up next to him, with Pip by his side, copying his pose. He didn't notice the strange-looking man with yellow and red eyes, fang, beard and mismatched clothes gliding past the trees.

Discord had quickly found the Lorax helping some bar-ba-loots collect truffula fruits and was _thrilled_ to learn that a young man had intruded in the forest and started stirring up trouble. So, of course, he just _had_ to find this boy. Ignoring the Lorax's attempts to stop him, he had calmly strolled away to do so.

Upon finding the Once-ler lying against a tree with his hat over his face, Discord paused for a moment. His pasts expreiences in this world had told him he still had access to his chaotic powers. It was _chaotic_ power, after all. Before the boy could notice he was there, he transformed his human body back into its natural draconequus shape. He slowly inched closer, grinning, until the young pup at the Once-ler's side woke and saw him. Frightened, he jumped and clung to the boy.

"Wh- Pip…?" the Once-ler lifted his hat enough to look down at the startled bar-ba-loot, then tipped it back further to see what had scared him, only to let out a short yelp himself. Discord couldn't help but chuckle at his reaction, and his chuckling soon turned into roaring laughter. He snapped his claws and was once again human.

"That was just _brilliant_! Y-you should have seen the look on your face…!" he wiped a tear from his, just barely containing his laughter. Having calmed himself after the initial shock, the Once-ler frowned and raised an eyebrow.

"Don't tell me. Another 'mystical creature' come to warn me that everything I'm doing is _bad_ and _wrong_ and that I shouldn't be doing this…"

Discord's eyes widened. He hadn't expected any kind of comeback, but nonetheless, he knew just how to respond and looked back at him, feigning innocence.

"On the contrary, my dear boy. I never did like that old Lorax. So _boring_. Always trees this and bar-ba-loots that. Ugh. Trying to keep you on the straight and narrow, is he? Now, where is the fun in that, I ask you?"

The Once-ler stood up, Pipsqueak nervously stepping behind his legs, peeking out to look at the stranger.

"Exactly! I mean, I'm trying to do something good here. I'm helping people, I'm giving then something useful, aren't I?"

"_Helping _people? Oh, no, my boy, that is not what _they_ deserve from _you_."

The boy faltered, looking at Discord weakly. "I-it's not…?"

"Not at all. Not. At. All," he came closer, "No, they've hurt you. They've laughed at you. Ridiculed you. Pushed you away like you were nothing. Even now, it's not _you_ they want. Only what you can give them."

"Yeah," he looked down, "… You're right…"

Discord took this oppurtunity to wrap an arm around his shoulders, raising his hand in front of him. "Think back. What was it you said to your family when you left him? That you wanted to _help_ people?" He smirked at the boy furrowing his brow in thought. He could practically see the gears turning in his head. This one wasn't going to be so difficult.

"No… No, I said… I would prove them all wrong…"

"Yes…!" Discord released him suddenly, making him stumble slightly, "And now you have, you need to show 'em who's boss. You've given enough. It's time they started giving back."

With a sly smile, he prodded the Once-ler's chest, and a similar smile began to spread across his face. His magic was working.

"Y-yeah…! Yeah, that's exactly what they're gonna do! This is _my_ company and _my_ invention. I should be getting all the praise a-and all the money and all the fame. It's all _mine_!"

"That's right, my dear boy. After all," Discord rested a hand on his shoulder, "How bad can it be?"


	2. Chapter 2: Progress Must Grow

**Disclaimer - **I don't own The Lorax or My Little Pony: Friendship Is Magic. All characters are property of Dr Seuss/Illuminations Entertainment or Hasbro

**(I meant to update this on Wednesday but my brother came home from uni so now I don't have as much time as normal to use it :/ But anyway here is chapter 2~ Expect the next one in maybe another week from now or so)**

Progress Must Grow

Over the following months, Discord found whatever ways he could to slip away from Equestria every now and then to check up on his _special project_. The Once-ler had soon taken control of his business, and the corruption spell was twisting his innocent generosity into greed. Of course, the Lorax did still get in the way sometimes, but Discord had ways of dealing with him. He was doing no wrong. He was only trying to help, afterall. He'd forgive him in the end, surely, when he saw what came out of all this.

During his little visits to to the Thneeds Inc. factory in Greenville, Discord would mainly keep to the shadows, watching from a distant. The two had agreed some time ago that it would far better for everyone if no-one knew of Discord's presence here, besides of course the Lorax, and the Once-ler himself. But on the odd occasion, when the young man was working alone in his vast new office, Discord would appear over his shoulder and _help_. He would be sure to pay close attention to the Once-ler's ideas and plans; he had his own plans in store and couldn't allow for the slightest alteration. He would keep a particularly close eye on the Once-ler's conniving mother, Isabella, as well. She seemed to have similar, though more selfish, intentions to Discord when it came to her youngest son. If she ever tried to push too far, he would be quick to talk the Once-ler out of it.

And everything Discord did for him certainly seemed to be improving his lifestyle. He was rich and famous, no longer that poor, pathetic nobody the townspeople threw rotten tomatoes at on a day-to-day basis at the Greenville Circle. His family was proud of him, and they respected him. They _worker for him_. And that thought would always bring a smug smirk to the Once-ler's face. He began to look forward to the visits with his secret partner, ready to update him on his progress and to thank him again and again for helping him get where he was. Discord had praised him when the 'Thneeds Sold' counter hit 100, 500, 1000. He had complimented him on his impressive new green suit. He had even managed to keep the Lorax out a number of times. Just not _every_ time…

"_What are you doing here?_"

The Lorax faltered for a second at the Once-ler's harsh tone, gradually recovering as he started to speak.

"You still aren't seein' what you're doin', are ya? You're still letting him control you like that?"

"_I'm_ the one in control here," he calmly sat down at his desk, looking through a stack of papers, "I only keep Discord around for the motivation and the security. And the occasional bit of advice."

"Is that right?" the Lorax appeared on the other side of the desk, pulling himself up onto the surface, "Well, either way, you better watch out. I'm tellin' ya, Beanpole, that Discord's bad news. Do you have any idea who you're dealin' with here?"

The Once-ler only smirked at him, raising an eyebrow.

"He's just another _magical creature_. One who not only actually _uses_ his powers, but who can understand the importance of business."

In an instant, the Lorax had the Once-ler's tie in a firm grip, pulling him down to his level. The man glared down at him through his sunglasses, only to have them snatched off his face and pointed at him.

"Now you listen to me, _Beanpole_, he's not _from here_. And I don't just mean he's from outta town. No, I mean he's from a different world entirely. He caused a lot o' trouble over there, and then he found a way into this world and started causing chaos for you humans, too. Ya can't trust him, kid."

Before the Once-ler could respond, a voice came from behind the chair.

"Oh, I agree. I _was_ quite the trouble-maker back then, wasn't I?"

Discord was stood by the open door leading out onto the balcony, a sly grin tugging at his lips. He walked slowly over to them.

"But, you see, Lorax, I couldn't possibly take responsibility for anything wrong _now_. The fact is I'm reformed. And by Celestia's command, no less."

"_Reformed_?!" The Lorax dropped the glasses, jumped from the desk and scurried towards him, with the Once-ler watching in confused silence, "You call all _this_ reformed?" he demanded, gesturing out the door at the gradually shrinking forest, "This is _your_ fault! All of it! You're the one who put that stupid _biggering_ seed in his head! And you're tellin' me that you're reformed?"

"Yes, well, it is taking some getting used to, but frankly I'm enjoying my new lifestyle."

Discord smiled pleasantly down at the Guardian, who glared back up at him, and batted his eyelashes. But after a moment, Discord's smile suddenly dropped and he pushed him out the door.

"Now, if you'll excuse us, we have business to attend to."

He slammed the door shut and drew the curtains. The Once-ler remained quiet as Discord turned back to him and made his way to the front of his desk.

"… So he wasn't lying about your past?" he asked, looking almost hesitant now.

"I admit, I did cause quite a stir once upon a time, but that was long, _long_ ago. I swore to only use my powers for good, and I stand by that promise. It was made in the presence of royalty; I could never break such an oath. I am entirely trustworthy now, I assure you."

"Well, you've gotten me this far," the Once-ler mused, "And we're doing a good thing, here, right? Giving the people what they want, building the economy. This… This isn't bad..." His voice trailed off and he went quiet for a few seconds, "H-he doesn't know what he's talking about…"

The Once-ler's wavering confidence was obvious. This had always been Discord's intention - have the boy rise to power with his invention, and then reveal to him the error of his ways in time for him to fix his mistakes. It had worked only three short years ago with Twilight Sparkle. But the time wasn't right. Not yet. This one would take far longer than Twilight's brief moment of apprehension. He needed to push him just a little further. Just a little. A year, maybe two, more and the Once-ler would learn his lesson.

"You are _absolutely right_. All he knows is trees and fuzzy little woodland creatures. He just doesn't understand how vital business is to human society. Progress is progress!"

With this reassurance and a growing smirk, the Once-ler replied; "And progress must grow."


	3. Chapter 3: The Game Is Over And I Win

**Disclaimer - **I don't own The Lorax or My Little Pony: Friendship Is Magic. All characters are property of Dr Seuss/Illuminations Entertainment or Hasbro

**(So here's the last chapter of my first crossover fic~ Sorry this was a little late again ^^' Anyway, hope you enjoyed this and I am still working out that Once-lerxOC fic)**

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The Game Is Over And I Win

The Once-ler stood speechless in front of what, to anyone else, would seem to be an insignificant circle of stones. But to him, it was all he had left. His business had barely stood for five years, and suddenly it had all come crashing down around him. The trees were gone. The air was thick and black with smog. The river was nothing but schlop and slime. And he was alone. Alone without his family, without the animals, without the Lorax. He remained still, feeling empty and broken. Feeling only regret, guilt, pain. How had it gotten this bad? He really never meant for it to go this far.

The scene played over and over and over again in his mind. The argument with the Lorax. The sudden crack as the last tree fell to the ground. His mother's bitter comments before she drove away, taking his family with her. The sight of the weakened animals leaving their old home. And the sad silence of the Lorax as he shook his head and lifted himself away.

All because of him.

If only he'd paid more attention. If only he'd taken the time to listen to what the Lorax was telling him all this time. If only he never let Discord practically take over his company.

_Discord_.

The odd man hadn't shown up yet. The Once-ler hadn't seen him since the previous day. Surely he would know what had just happened? Even if he hadn't seen, he always seemed to know what was going on. Had this been his plan all along? To build up this financial empire for him only for it to be snatched from his grip in only a matter of seconds? The Lorax had warned him, too. Just something else he didn't bother to listen to. But how did he do it? Before all of this, he just went along with whatever his mother had suggested. But after he met Discord, something clicked in his brain. Something wrong, something unnatural. The sickening smack of the ax on that last tree had finally brought him out of whatever spell it was that Discord had cast on him. Now, he realized the countless times he had gone wrong. The mistakes he had made. It wouldn't help, he knew it wouldn't, but right now, he wanted nothing more than to face Discord just once more. To demand he take everything he did back. To tear into him and show him the pain he was feeling in that moment.

"Oh, now, what has happened here?"

The Once-ler slowly turned at the sound of that familiar sneer, his expression cold and angry. He moved hesitantly towards his former partner.

"What…" his breath was heavy and uneasy, "What did you do to me? I didn't want any of this!" he gestured across the dying valley, "I never meant for this to happen!"

Discord only smirked at him, his confident demeanor not wavering under the Once-ler's unforgiving glare.

"Oh, come now, my boy, I'm sure you've learned a valuable lesson from all of this. You'll come out of this little experience with newfound wisdom and understanding of the world," he grinned and bowed slightly, "And all thanks to me."

"_No!_" The Once-ler stood tall before him, rage boiling deep in his chest, "No, you pushed this, you pushed _me_ too far. It's all over now. Everyone I cared about is gone."

"And whose fault is that?"

"_Yours_!"

Suddenly Discord was looking down at him, forcing him to recoil with only the fierceness in his glare.

"It's yours, you Once-ler!"

And suddenly he was his old self again. His old, weak, innocent self. The young boy who ventured out into the world with nothing but a wagon, a mule, and a completely irrational sense of optimism. Fear struck him like lightening and he cowered away from the monster standing over him.

"You're the one who started all this. You're the one who let your greed get the best of you. If you hadn't opened up to me, I wouldn't have been able to tap into it. That greed was always there, Once-ler. I only brought it into the light."

"But _why_?" his voice trembled, but he stood his ground, "What could you possibly have to gain from this?"

"The question is, what could _you_ gain? I wasn't lying when I said I was reformed. But there's only so much _good_ you can do when you're the Spirit of Chaos. This is a valuable life lesson for you, Once-ler."

"Why didn't you say anything sooner? You could have stopped me long before it was too late. I-I didn't…"

Discord watched, expressionless, as the Once-ler turned away from him to look around the empty valley.

"I didn't mean for it to go this far…"

Both were quiet for a moment. The Once-ler stayed where he was, taking in the view. His breath was slow and steady as he tried to keep himself from crying. Then a soft sigh came from behind him.

"Neither did I."

He looked back only to find an empty space. Discord was gone and now he truly was all alone in the world. He looked back at the circle of stones and the word carved on the surface – 'UNLESS'. This was all he had left from the Lorax. Only now did he realize that all along, the Lorax was the friend he needed, not Discord. Not even his family. The Lorax had tried to help him. He had wanted to avoid all this. He would have let him continue his work if he had never broken the promise he made. He'd had so many chances to stop it from ending this way. And he missed every single one.

It was his mother's fault…

It was Discord's fault…

No.

No, it was _his_ fault. It really was his fault. He made all the wrong decisions.

But he had learned something from this. If he'd just cared enough to listen from the very beginning, none of this would have happened. He could've fixed it before it was a problem. But there was nothing he could do now. Maybe someday, he would find a way to set things right.

With his head down and his feet dragging, he climbed the stairs back into his office. He had nothing to do now but close down the factory.

And if he ever met someone new again (though he strongly doubted he would), he wouldn't be so quick to trust them.


End file.
